TORONTO – November 03, 2026 -- Blue Moon Metals (TSXV: MOON; NASDAQ: BMM) agreed to sell 100% of Blue Moon Norway AS to London-listed ACG Metals in an all-share transaction valued at US$220 million, shedding the construction-stage Nussir copper mine to refocus on its U.S. critical metals assets.

The deal also covers the exploration-stage NSG property. ACG will issue Class A Ordinary Shares at an implied value of £18.70 per share, based on the 30-day VWAP. The price is subject to post-closing net debt, working capital, intercompany and other customary adjustments, which will be settled in cash.

Blue Moon to hold 27.6% of ACG on a basic basis

Blue Moon expects to receive about 8,853,632 ACG shares, equal to 27.6% of ACG on a basic basis and 21.8% fully diluted. It has accepted a six-month lockup. The parties will work to distribute the shares to Blue Moon shareholders within 12 months of closing.

Skott Mealer, Blue Moon's President and COO, is expected to join the ACG board as an observer at closing. Blue Moon's Norway construction team will work with ACG's incoming team during the handover.

Blue Moon repays Nussir project debt and clears U.S. assets of security interests

At closing, Blue Moon will repay amounts drawn under the Nussir project finance package with Hartree Partners, LP and Oaktree Capital Management. Existing cash and undrawn funding commitments from The Elmet Group Co. total about US$125 million. All of Blue Moon's U.S. critical metals assets will then be free of security interests.

CEO Christian Kargl-Simard said the structure removes "the need to add debt or precious metal streams" from the balance sheet. He added that the cash will fund four U.S. critical metals mines toward production. Blue Moon targets production at the Springer and Apex mines by the end of 2027. Shareholders will keep exposure to nine commodities, with more precious metals exposure and slightly less copper, and no streams or hedging.

ACG holders representing 80.7% back the deal against a 75.0% threshold

Holders of 80.7% of ACG shares have signed irrevocable voting support agreements. The resolutions need 75.0% to pass. Closing also requires TSX Venture Exchange approval for Blue Moon and other customary approvals. Blue Moon shareholder approval is not required, and ACG needs no concurrent financing. The companies expect closing by November 30, 2026.

The transaction is at arm's length and no finders' fees are payable. Blue Moon's board approved it unanimously. ATB Cormark Capital Markets issued a fairness opinion to the board, concluding the consideration is fair from a financial point of view. Canaccord Genuity Corp. is financial adviser to Blue Moon, with Bennett Jones LLP and Simonsen Vogt Wiig as legal advisors.

ACG Chairman and CEO Artem Volynets said ACG intends to take Nussir into production and described the company as a copper business aiming to consolidate the sector.